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Court rejects novel, but meritless, standing/capacity argument on motion to dismiss Underwriters' Complaint in declaratory judgment action

Certain Underwriters at Lloyd's, London v. Better Hope Holdings, LLC, et al., Index no.: 160794/2017 (Sup. Ct. NY Cty. 2018)

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Does New York General Associations Law require Underwriters at Lloyd's, London to file a certificate of designation with the New York Secretary of State? That was the issue presented when defendants sought dismissal of a declaratory judgment action Complaint in an action commenced by Certain Underwriters at Lloyd's, London.

In short, the answer is no. The Court made short work of the analysis, observing that one need not even be a resident of New York to be a plaintiff.

Defendants had argued that Underwriters' suit was barred under provisions of the General Associations Law. They contended that the General Associations Law requires filing of a certificate of designation with the New York Secretary of State.

The statute bars an "association" from maintaining any action unless it has filed the requisite certificate, and, since the defendants had not found a certificate, they contended that the action against them should be dismissed.

The GAL did not apply in any event. This slim statute applies only to an "association" as defined in the statute. Association means either a "joint stock association" or a "business trust", and both of those terms are also defined.

Underwriters showed they are neither a joint stock association or a business trust as the statute defines those terms. Therefore, the GAL's certificate of designation requirement does not apply to them.

AGFJ Partner Thomas R. Maeglin briefed the opposition to the defendants' motion.